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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JUNE 16, 1998
(Date of earliest event reported)
CORTECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20726 84-0894091
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6850 N. BROADWAY, SUITE G, DENVER, COLORADO 80221
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 650-1200
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ITEM 5. OTHER EVENTS.
On June 16, 1998, Bert Fingerhut, Chairman of the Board of Directors and
Acting Chief Executive Officer of Cortech, Inc. ("Cortech"), sent a letter to
Paul O. Koether of Asset Value Fund Limited Partnership. A copy of the letter,
which is attached to this Report as Exhibit 99.1, is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99.1 Letter dated June 16, 1998, from Bert Fingerhut, Chairman of the
Board of Directors and Acting Chief Executive Officer of Cortech,
to Paul O. Koether of Asset Value Fund Limited Partnership.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 16, 1998 CORTECH, INC.
By: /s/ Diarmuid F. Boran
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Diarmuid F. Boran
Chief Operating Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Letter dated June 16, 1998, from Bert Fingerhut, Chairman of
the Board of Directors and Acting Chief Executive Officer of
Cortech, to Paul O. Koether of Asset Value Fund Limited
Partnership.
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EXHIBIT 99.1
Letter dated June 16, 1998, from Bert Fingerhut, Chairman of the Board of
Directors and Acting Chief Executive Officer of Cortech, to Paul O. Koether of
Asset Value Fund Limited Partnership.
[LETTERHEAD]
June 16, 1998
VIA FAX (908-234-9355) AND FEDEX
Mr. Paul O. Koether
Asset Value Fund Limited Partnership
376 Main Street
P.O. Box 74
Bedminster, New Jersey 07921
Re: CORTECH, INC.
Dear Mr. Koether:
As I indicated to you in my letter of last week, I was in the process of
speaking with a number of Cortech's large shareholders as well as Cortech's
Board of Directors. That process has now been completed and I am in a
position to respond to your letter of May 29.
Based upon my conversations with other large shareholders and present Board
members, I have a suggestion for action at the next Annual Meeting that I
believe will best position Cortech to address the critical choices it faces
in the period ahead and will, hopefully, also address your expressed desire
to obtain representation on the Cortech Board.
At the Annual meeting, the Board is prepared to seek an amendment to
Cortech's Certificate of Incorporation which will provide for
declassification of the Company's Board of Directors. Accordingly,
commencing with the Annual Meeting, all directors would be elected annually
to hold office for one-year terms. I propose that you stand for election as
a Director along with myself, incumbent Charles Cohen, Ph.D., Edward
Finkelstein and John Papp, M.D. (all four of us have agreed to serve together
as Directors). As you know, Mr. Finkelstein and his associates have a
significant ownership stake in Cortech, and Dr. Papp is familiar with
Cortech's intellectual property from his service as a Director of CDC, a
research and development affiliate of Cortech.
You will note that my proposal contemplates a majority of new members of the
Cortech Board. I believe this new Board would be well positioned to chart
Cortech's strategic course for the future. It does not, however, give you
and your affiliates control of the Board. My discussions with other
shareholders have indicated significant opposition to your attaining control
of Cortech. Nevertheless, given present circumstances, I believe your stock
holdings justify a voice in setting Cortech's future course and I hope you
will agree to join the slate as I have proposed.
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Mr. Paul O. Koether
Page 2
June 16, 1998
Please let me know of your willingness to stand for election to the Board of
Directors by Monday, June 22, so that we can file preliminary proxy materials
for the Annual Meeting. If you have any questions in the interim, please do
not hesitate to give me a call.
Very truly yours,
/s/ Bert Fingerhut
Bert Fingerhut, Chairman
cc: Charles Cohen, Ph.D., Cortech Board Member
Edward Finkelstein
Donald Kennedy, Ph.D., Cortech Board Member
Allen Misher, Ph.D., Cortech Board Member
John Papp, M.D.
David Snyder, Pillsbury, Madison and Sutro
